New Hampshire Limited Partnership FAQ

A limited partnership is a business owned by two kinds of partners: general partners who run it and are personally liable, and limited partners who invest and stay passive. New Hampshire recognizes LPs under RSA 304-B, administered by the Secretary of State's Corporation Division, and an LP legally exists once the Certificate of Limited Partnership is filed and accepted.

Why the structure exists

The LP is built for arrangements where the roles are genuinely lopsided — active operators on one side, passive money on the other. It gives investors a way to fund a venture and share in its profits without taking on the unlimited liability that comes with running it, while keeping management authority concentrated in the general partner.

What it is not

An LP is not an LLC. In an LLC, every member is protected from personal liability. In an LP, at least one general partner always carries unlimited liability. If your situation has everyone rolling up their sleeves, an LLC almost always fits better. The LP earns its place specifically when you have a clear operator and clear investors.

How do I form a New Hampshire LP?

You file a Certificate of Limited Partnership with the Corporation Division through the NH QuickStart portal. The certificate lists the partnership name, the principal office, the registered agent's New Hampshire address, and the general partner or partners. Once the state accepts it, the LP exists.

What are the naming rules?

The name must contain "Limited Partnership" or an accepted abbreviation such as "L.P." or "LP," and it has to be distinguishable from every other business name already on file with the state. Check availability in the business name search before you file, because a conflict will get your certificate rejected.

Do limited partners appear on the public record?

Generally no. The certificate lists the general partner, who bears responsibility and can bind the partnership. Limited partners' identities and stakes usually stay private in the limited partnership agreement, which the state does not collect or publish.

How long does formation take?

Filings through QuickStart process within the state's standard window of roughly a week to ten business days. Once accepted, the LP shows up in the state's business search and you receive a stamped certificate.

What is the difference between a general and a limited partner?

A general partner manages the business and is personally liable for its debts and legal claims. A limited partner contributes capital, shares in profits, and is protected from liability beyond that investment — provided the limited partner does not take part in management. Crossing into management can cost a limited partner the liability shield.

Can an entity be the general partner?

Yes. Many LPs name an LLC or a corporation as the general partner so that no individual person carries unlimited personal exposure, while still keeping management authority in one place. It is a standard structure for real estate and investment partnerships.

Do I need a limited partnership agreement?

In practice, yes. New Hampshire does not require you to file one and it stays private, but the certificate says almost nothing about how the partnership runs. The agreement sets capital contributions, profit and loss allocation, distributions, and the precise limits on limited partners. Without it, RSA 304-B's default rules govern, and they may not match what the partners intended.

Does an LP need a registered agent?

Yes, continuously. Every New Hampshire LP must maintain a registered agent with a physical street address in the state to receive service of process and state notices. The agent can be a general partner, another in-state resident, or a commercial registered agent service. A P.O. box does not qualify.

Can I be my own registered agent?

A general partner who lives in New Hampshire and is available during business hours can serve. The trade-off is that the partner's address goes on the public record, and compliance depends on that one person always being reachable. Many LPs use a commercial service to keep addresses private and receipt reliable.

What if my LP was formed in another state?

If an out-of-state LP transacts business in New Hampshire, it registers as a foreign LP with the Corporation Division and must maintain a New Hampshire registered agent, the same as a domestic LP. Owning and managing New Hampshire real property is a common trigger for this requirement.

How is a New Hampshire LP taxed?

Federally, an LP is a pass-through: it files a partnership return (Form 1065) and issues K-1s to the partners, who report their shares on their own returns. New Hampshire additionally imposes the Business Profits Tax and the Business Enterprise Tax, which apply based on the partnership's income and enterprise value. These state taxes run separately from the Secretary of State's filings, so coordinate them with your accountant.

What ongoing filings does the LP owe?

The main recurring obligation is the annual report, filed with the Corporation Division. The filing window opens at the start of the year and the report is due by April 1. It updates the state's record of the registered agent, addresses, and general partner information. Missing it leads to a late penalty and, if unaddressed, eventual administrative dissolution.

What happens if I stop keeping the LP compliant?

An LP that misses its annual report or loses its registered agent falls out of good standing. Left alone long enough, the state can administratively dissolve it. Because the general partner is personally liable, letting the entity lapse is not a low-consequence mistake — it can leave the general partner exposed while the liability structure quietly fails.

How do I close a New Hampshire LP?

You wind up the partnership's affairs — settling debts, distributing remaining assets to the partners, and closing accounts — and then file the appropriate dissolution or cancellation with the Corporation Division to formally end the LP's existence. Filing the paperwork without winding up first, or winding up without filing, leaves the closure incomplete.

Why file to dissolve instead of just walking away?

An LP that simply stops operating without formally dissolving keeps accruing obligations — the annual report, the registered agent requirement, and potential state tax exposure. Because the general partner remains personally liable while the entity technically exists, formally dissolving is how you actually end that exposure and stop the compliance clock.